TORs of the Audit, Risk & Compliance
The Board of Directors of AWAK resolved to constitute an Audit, Risk & Compliance Committee herein after referred to as the AR&C with the following Terms of Reference:
1.AWAK vision and mission
The Association of Women Accountants of Kenya (AWAK) is a non-political and non-profit making professional women accountants’ organization, which draws its membership from women accountants. Registered in 1994 under the Societies Act, the association continues to pursue the main objective of member empowerment, at the same time contributing to varying needs in society. With its motto “Uplifting our World,” AWAK champions for women empowerment in the society.
2.Specific Objective of the Committee:
The purpose of the AWAK’s Audit, Risk & Compliance Committee is to assist the board to discharge its responsibility to exercise due care, diligence and skill in handling the affairs of AWAK. The specific responsibilities of the Committee shall include (and not limited to) the activities listed under item (6) below.
5.Meetings and Procedure
The functions of the Committee shall include (but not be limited) to aassisting the board to discharge its responsibility of ensuring corporate governance is observed while conducting the affairs of the Association in relation to the following areas:
6.1.1 The Committee shall:
6.1.2 The Committee shall review and challenge where necessary:
6.1.3 Where requested by the Board, the Committee should review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for members to assess the Association’s performance, business model and strategy.
6.2 Internal Controls and Risk Management Systems
The Committee shall:
6.2.1 Keep under review the adequacy and effectiveness of the Associations internal control and internal financial controls and risk management systems;
6.2.2 Review the statements to be included in the Annual Report concerning internal controls and risk management, prior to endorsement by the Board;
6.2.3 Evaluate whether management is setting an appropriate internal control environment by ensuring that employees are aware of the importance of internal control and risk management; and
6.2.4 Consider how management is controlling the security of IT systems and processes and whether appropriate contingency plans are in place in the event of an IT failure.
6.3 Compliance, whistle blowing and fraud
The Committee shall:
6.3.1 Review the adequacy and security of the Associations arrangements for its employees and members to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action;
6.3.2 Review the company’s procedures for detecting fraud;
6.3.3 Review the management level of compliance to statutory deadlines, keep under review the adequacy and effectiveness of the Associations compliance function.
6.4 External Audit
The Committee shall:
6.5.1 Consider and make recommendations to the Board, to be put to members for approval at the AGM, in relation to the appointment, re-appointment and removal of the Associations external auditor and should ensure that key partners within the appointed firm are rotated from time to time. The appointment of the external auditors shall be considered regularly by the Committee and in any event
not less than three yearly intervals. The Committee shall oversee the selection process for new auditors and if an auditor resigns the Committee shall investigate the issues leading to this and decide whether any action is required;
6.5.2 Ensure that at least once every three years the audit services contract is put out to tender to enable the committee to compare the quality and effectiveness of the services provided by the incumbent auditor with those of other audit firms; and in respect of such tender oversee the selection process and ensure that all tendering firms have such access as is necessary to information and individuals during the duration of the tendering process.
6.5.3 Oversee the relationship with the external auditor including (but not limited to):
6.5.4 Meet regularly with the external auditor, including once at the planning stage before the audit and once after the audit at the reporting stage. The Committee shall meet the external auditor at least once a year, without management being present, to discuss their remit and any issues arising from the audit;
6.5.5 Review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement;
6.5.6 Review the findings of the audit with the external auditor. This shall include but not be limited to, the following;
6.5.7 The Committee shall also review the effectiveness of the audit.
6.5.8 Review any representation letter(s) requested by the external auditor before they are signed by management;
6.5.9 Review the management letter and management’s response to the auditor’s findings and recommendations;
6.5.10 Develop and implement a policy on the supply of non-audit services by the external auditor, taking into account any relevant ethical guidance on the matter; and
6.5.11 Develop and recommend to the Board the Company’s policy in relation to the provision of non-audit services by the auditor with the objective of ensuring that the provision of such services does not impair the external auditor’s independence or objectivity.
6.6 Reporting Responsibilities
6.6.1 The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.
6.6.2 The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
6.6.3 The Committee shall compile a report to members on its activities to be included in the Association’s Annual Report a statement that the Committee considered the annual report and accounts, taken as whole, is fair, balanced and understandable and provided the information necessary for members to assess the Associations performance, business model and strategy; and an explanation to the members of how, if the auditor provides non-audit services, auditor objectivity and independence is safeguarded.
7.Review of the Committee
9.Cessation of Membership
One’s membership to the committee shall cease by:
Review of TOR
These terms of reference shall be subjected to review by the Board.
BY ORDER OF THE BOARD